US Airways 2006 Annual Report Download - page 249

(4) any acquisition by any corporation with respect to which, following such acquisition, more than 85% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in
the election of directors, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were beneficial owners,
respectively, of the Outstanding Group Common Stock and Outstanding Group Voting Securities in substantially the same proportions as their ownership,
immediately prior to such acquisition, of the Outstanding Group Common Stock and Outstanding Group Voting Securities, as the case may be; or
(5) any acquisition by an individual, entity or group that, pursuant to Rule 13d-1 promulgated under the 1934 Act, is permitted to, and actually does, report
its beneficial ownership of Outstanding Group Common Stock and Outstanding Group Voting Securities on Schedule 13G (or any successor Schedule);
provided further, that if any such individual, entity or group subsequently becomes required to or does report its ownership of Outstanding Group Common
Stock and Outstanding Group Voting Securities on Schedule 13D (or any successor Schedule) then, for purposes of this Section, such individual, entity or
group shall be deemed to have first acquired, on the first date on which such individual, entity or group becomes required to or does so file, beneficial
ownership of all of the Outstanding Group Common Stock and Outstanding Group Voting Securities beneficially owned by it on such date; or
(b) Change of Majority of Board Members. Individuals who, as of the Effective Date of this Agreement, constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by Group's shareholders, was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents; or
(c) Reorganization, Merger or Consolidation. There is consummated a reorganization, merger or consolidation, in each case, with respect to which all or
substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Group Common Stock and Outstanding
Group Voting Securities immediately prior to such reorganization, merger or consolidation, beneficially own, directly or indirectly, less than 85% of,
respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation (or any parent thereof) in
substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the
CRELLIN EMPLOYMENT AGREEMENT Page 3